


Cheerilee's New Boy-toy

by Spoonfed



Category: My Little Pony: Friendship is Magic
Genre: Amazon, Anal Sex, Cock Worship, Come Swallowing, Cuckquean, Dom/sub, F/M, Feminization, Futa on Male, Futanari, Mind Break, Muscles, Oral Sex, Other, Rough Sex, Sex, Transformation, blowjob, cum, musk
Language: English
Status: Completed
Published: 2020-07-03
Updated: 2020-07-03
Packaged: 2021-03-05 05:06:41
Rating: Explicit
Warnings: Rape/Non-Con
Chapters: 1
Words: 15,270
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25048870
Author URL: https://archiveofourown.org/users/Spoonfed/pseuds/Spoonfed
Summary: Cheerilee never forgot the 'love potion' ordeal she went through with Big Mac. Despite appearances, the memory of his soft touch still lingered in her mind, driving her on to explore a new side of herself.After months of regular exercise (and a little 'help' from Zecora) she'd developed into the spitting image of an Amazonian Goddess, now ready to make her claim on the stallion that had filled her most wanton fantasies and dreams for so long. But more than that, she's got a special potion to seal the deal, one that will turn Big Mac into the little femcolt that she knows he was always meant to be.
Relationships: Big Macintosh/Cheerilee (My Little Pony: Friendship is Magic)
Kudos: 15





	Cheerilee's New Boy-toy

An early training session in the gym was just the thing Big Mac needed to get his blood flowing. His powerful muscles bulged visibly as he raised the pair of heavy dumbbells one more time, putting all of his strength into finishing the exercise. With a satisfied sigh and just a hint of a smile, he lowered his arms, carefully placing the gear back on its rack.

A brief rest also gave him an opportunity to glance at the only other visitor in the Ponyville gym at this time of day – the local school teacher Cheerilee, a mare with whom Big Mac happened to share some very... _interesting_ history. Although at the moment, the stallion had trouble believing that the pony he was looking at was truly the same one that he had ‘fallen in love’ with before.

Instead of a small cheery mare, Big Mac was greeted with the sight of a towering wall of muscle – an Amazon, whose very appearance had caused the tingles of fear to appear even in the mind of such a burly stallion as he was. This was the first time he’d seen her in a while, having already heard quite a few accounts of the transformation that the previously demure mare had undergone. But none of the stories could do justice to the muscle-bound beast of a woman before his eyes.

Cheerilee’s massive build had become a common sight in the Ponyville gym, and even the subject of some gossip in town. All of that didn’t reach Big Mac much, cooped up on the family farm as he was, with the Sweet Apple Acres serving as both his workplace and his training ground. But with the harvest season coming to an end, and the correspondingly shrinking amount of tough physical work on the farm for the moment, the stallion had found himself searching for an effective way to keep building up his strength.

Usually, he’d train on the farm, using the supplies that he could find around the place. There was definitely no shortage of heavy objects one could use for physical exercises, and Big Mac even had a few favorite stacks of hay and logs he would use regularly. But with the news of a significant expansion of Ponyville gym going around the town, financed in part by some very generous donations from the crown, the stallion had decided to check out the renovations, hoping that it might prove to be a good place for his regular exercises.

The prospect of meeting Cheerilee there and seeing her new Amazonian body with his own eyes might’ve played some part in his decision too, though he would never admit it. He was a married man now, and it was not proper for him to take such interest in any mares besides his dear Sugar Belle. But if he just happened to run into Cheerilee during one of his gym sessions… who could really blame him for that?

Though their meeting could be excused as just a small coincidence, his constant glances at the mare’s bulging muscles and her ample cleavage could not. And, unfortunately for him, his attention certainly didn’t go unnoticed by Cheerilee. The empty gym gave him little opportunity to hide his increasingly lengthy looks at the mare’s mesmerizing body. And with the years of experience reading children’s shifty looks that Cheerilee had, she couldn’t miss his regular glances.

Big Mac knew all of that, yet he couldn’t stop himself from looking. Something stirred within him whenever he laid his gaze on her titanic breasts, or observed her lifting the weights that even he was afraid to approach. And now he was paying the price for his perverted curiosity, as he suddenly noticed Cheerilee looking back at him with a solemn expression. But before he could turn away in embarrassment, afraid that he was about to earn a lecture on proper gym etiquette, Big Mac saw the mare’s lips unexpectedly spread in a sultry smile.

Without a word, Cheerilee sauntered over to the stunned stallion, her heavy breasts swaying tantalizingly in the tight sports bra as she walked with a surprising amount of grace. It seemed like every step she made was another opportunity to show off the unbelievable curves of her body. Her wide hips rocked gently from side to side, making him wish for the opportunity to see the corresponding movements of her huge, firm rear. Not like he wasn’t satisfied with what he saw right now, of course. The mare’s clearly suggestive approach gave him enough confidence to keep unabashedly ogling her massive rack and the rhythmical tensing of her muscles.

Cheerilee’s already quite predatory smile seemed to stretch even wider when she noticed his unwavering attention to her body.

“Mhmm, so few ponies here in the morning, but that just leaves more space for us, isn’t that right, Mac?” Her sultry voice washed over the stallion, the naked seductiveness of her measured speech leaving him momentarily at a loss for words.

“Uhmm... It sure is, Ms. Cheerilee.” The stallion nodded lightly, his gaze momentarily slipping from the mare’s face to her ample, and quite obscenely presented cleavage. Less-endowed mares might’ve been able to get away with a sports bra that was as slim as the one she was wearing, but Cheerilee’s massive breasts stretched out the fabric to the limit, leaving more of her beautiful magenta tit-flesh exposed than was actually hidden by the garment. Though, judging by the unwavering smirk on her face, even as she obviously noticed Big Mac’s inappropriate glances, that was exactly the plan.

“Oh, you can just call me Cheerilee, no need for extra courteousness, we are _friends_ after all.” The mare put a special emphasis on the word ‘friends’, pronouncing it with a sensual note that clearly attempted to imply something more than simple friendship.

“Of… of course, Cheerilee.” Big Mac was somewhat taken aback by the mare’s forwardness, though his steadily hardening stallionhood certainly didn’t mind it. Every seductive sentence coming from her lips had sent tingles along the length of his shaft, making it throb needily in his pants.

“There’s a little favor I’d like to ask of you though, Mac. Can you spot me while I do my bench presses? I wouldn’t trust most ponies around here to keep up with my usual weight, but I’m sure you’ll have no trouble with it.”

Big Mac glanced briefly at the loaded bar behind Cheerilee’s back. He had seen the kind of weight she’d been working with, which made him much less certain in his abilities than even Cheerilee herself seemed to be. Still, he couldn’t find it within himself to say no to her. His pulsing cock would never allow it, for one thing.

“Certainly… It would be my pleasure to help you.” In this instance, quite literally. His shaft was already tingling in anticipation for the bird-eye view of the mare’s soft tits that Big Mac was sure to get.

“Such a gentleman, as always.” Cheerilee smiled, turning around and motioning for him to follow. Her ass swayed hypnotically on her way to the bench, immediately attracting the stallion’s gaze. For a second, Mac simply stayed in place, intently observing the smooth movements of the mare’s behind. Her shorts were somewhat more spacious than the obscenely thin top that she was wearing, but that didn’t prevent them from being forced to stretch taut over the surface of her titanic rear.

Shaking off his ass-induced stupor, Big Mac quickly made his way to Cheerilee’s bench, circling around it and stepping behind the bar, while the mare lay underneath. He put his hands unsurely at the metal rod, checking its weight. It was immediately clear that he would be of little help to the muscle-bound mare if things really went south. Fortunately, something like that rarely happened; usually just a little assistance would be enough to help out your partner, though in this case, Big Mac might find himself struggling even to lift a part of this massive weight.

For a moment, he was so focused on setting the exercise right, that he forgot the main reason why he was here. A glimpse of Cheerilee’s dark areola that the stallion had gotten from his advantageous position had instantly set him straight. The mare’s top clearly struggled to keep her huge breasts in place, and whenever she moved they jiggled energetically, occasionally even tantalizing Big Mac with the sight of her purple nipples.

While he received a premium view on her squishy breasts, Cheerilee herself had also gotten something in return. Mac quickly came to realize that in this position his growing bulge would be right over the mare’s face, making absolutely sure that she knew exactly how much he appreciated the sight. And the naughty smirk that she gave him before pushing her arms up and gripping the bar had signaled that she was prepared to appreciate her own view of his tasty bulge just as much.

Big Mac watched with fascination as Cheerilee easily moved the heavy bar from its stand, raising it up for a moment, before steadily bringing it down to her chest. She didn’t stop when the metal touched her bra, letting it press into her tits, squishing the soft flesh underneath. A second later she was raising it up, letting her breasts spring back. The same cycle repeated again and again, giving Mac plenty of time to ogle the mare’s curves and to take in her the sight of her bosom being tightly pressed by the thick iron rod.

Cheerilee’s skin had already been covered with sweat from her workout, and as she pushed herself harder on the bench even more beads of liquid started appearing across her flesh. Big Mac saw a few droplets roll down the surface of her breasts, their soft glistening inviting his attention. It was obvious that this weight was not trivial to lift, even for her, which made the sight of her powerful muscles flexing repeatedly as she raised the bar up and then steadily brought it down even more fascinating for the stallion.

As he was watching Cheerilee’s breasts bounce with her movements, some thoughts of Sugar Belle waiting for him home and inappropriateness of this situation entered his mind, but it felt surprisingly easy for him to dismiss these concerns. After all, he wasn’t _doing_ anything wrong. He was simply helping his friend, who just happened to be a mare with an Amazonian build and a pair of huge, tempting, glistening tits in full view before him. At this point, it would be rude _not_ to take a peek at those milk-filled bags of hers. Of course, what might’ve been just a ‘peek’ at some point, had long ago transformed into completely unabashed leering at her goods. And Cheerilee herself encouraged it, continuing to tease the stallion even as she rested in between the sets.

“Hmm, maybe I should add a few more plates to the bar?” Cheerilee wondered aloud, adjusting her bra at the same time. The action looked much more like an attempt to further lure the stallion into staring at her chest, as her tits wobbled energetically from side to side in the process, and at a certain moment the mare actually pulled the fabric away from her skin, for a second giving Mac a clear view of her nipples. That, in turn, prompted a heavy throb from his stallionhood, the erect tool practically demanding him to take action.

But Big Mac had himself under full control, of course. He wasn’t just going to jump on the mare simply because his cock was pulsing with perverted need at the sight of her obscenely displayed tits.

“Well, mmm… I would say this weight is already quite impressive. Do we... uh… do we really need to add even more now?” He knew that he would already be in quite a tough spot if things went awry. Adding more plates to the bar seemed like an invitation for trouble, even if Cheerilee appeared pretty comfortable with the current weight.

“You are not going to get proper gains without pushing yourself to the limit.” She answered, putting her hands back on the bar. “But you’re right. This weight will do just fine for today. I’llmake sure you get to watch me lift my top weight at some point though.” Cheerilee grinned, but as she raised the bar up and started placing it onto her chest that frivolous smile quickly morphed into a much more concentrated expression. “What’s the point of going to the gym, if you are not even going to show off, right?” She lifted the bar again, rapidly exhaling through her mouth.

Big Mac didn’t answer, as Cheerilee’s intent expression clearly indicated that their conversation was on pause for the moment, which was just fine for the stallion. He was never much of a talker, and he certainly preferred taking in the sight of the mare’s powerful body tirelessly working on the exercise instead. Up and down the bar went, yet his eyes stayed in place, looking intently on Cheerilee’s soft breasts. After a while his gaze started moving slowly across her body, drawing a long trail on her muscle-bound flesh.

By the time Cheerilee was finishing the exercise, she looked visibly strained, but she still executed every lift perfectly, not taking any time to relax before she completed the set. Big Mac only helped her a little bit when she was putting the bar back in its resting place, and even that was more out of courtesy than necessity.

“ _Hooo_ , now that was nice.” The moment Cheerilee put the weight down, her body untensed and her expression changed back into one of lust and allure. She smiled, rocking slightly from side to side on the bench, which made her breasts wave around, her nipples threatening to escape from her bra once again. “You are such a darling, Mac. What would I do without you?”

Probably the very same thing except alone, the stallion reasoned to himself, it wasn’t like he was of much help right now. But maybe it was him keeping her company that was more important to Cheerilee at the moment? Whatever it was, the praise was still pleasant, especially when coming from such a statuesque mare.

“It was no problem at all, Cheerilee. As I said, it’s my pleasure to help.” Big Mac looked down at the mare’s face, using all his willpower to at least keep himself from staring at her tits while he was speaking to her. Cheerilee answered his gaze with a lusty look of her own, but a second after he finished his sentence, her focus suddenly shifted down along his body.

“Oh, I see that. I’m sure you’ve enjoyed our exercise quite well.” She gave him a wink, rising from the bench right after.

Big Mac stayed in place for a moment, taken aback by Cheerilee’s nonchalant mention of his erection. He wasn’t used to mares being nearly so aggressive in their advances, yet Cheerilee seemed to push the envelope further with each minute. Enticingly swaying her hips before his eyes, giving him an aerial view on her generous cleavage, and now making innuendos about the obvious bulge in his pants. At this point, it should’ve been perfectly clear to the stallion what the lusty mare was aiming at, yet Big Mac still struggled to accept the plain truth in front of him. The idea that Cheerilee was going to jump his bones just like that seemed too crazy to be true, especially when previously even the effects of love potion didn’t make her as sexually forward as she was now. For a moment, he considered the possibility that somehow that potion was still affecting her mind, yet that seemed even crazier.

While Big Mac was stuck in his thoughts, Cheerilee turned back to him, now holding a water bottle. “Exercise always leaves me so damn thirsty,” she commented with a smile before raising the bottle to her mouth and taking several slow gulps. The water trickled down her chin, and at some point it even seemed to Big Mac that there was more liquid running down her bosom than into her mouth. Cheerilee made sure to wrap her lips tightly around the lid after that, which prevented any more water from escaping, but did nothing to stop the liquid that was already drenching her top. If anything, it made the action appear even more indecent. And when she was pulling the bottle out, she’d done it in an obscenely slow manner, almost as if she was giving the lid a kiss, looking directly at Big Mac all the while. “Would you want to have a drink too?” The top of the bottle glistened visibly with her saliva as she offered it to the stallion.

He did want to drink. Big Mac had foolishly forgotten to take his own refreshments to the gym, unaccustomed as he was to exercising away from home. He had planned to buy something after finishing his routine, but his training had already gotten him thirsty, and it didn’t seem right to refuse Cheerilee’s offer.

“I certainly wouldn’t mind one. Thank you,” the stallion answered, taking the bottle in his hand. He felt a faint pleasant smell emanating from the container as he raised it to his face. The water was of room temperature, but it still felt nice as it moistened his mouth and throat on its way down. It also left a light sweet aftertaste on his tongue, making him take a few more gulps than he initially intended to.

“Few things are as refreshing as a nice bottle of water after exercising, isn’t that right?” Cheerilee asked, taking the plastic container back from the politely nodding stallion. “But I do know of one thing that might be even better.” She smiled devilishly.

“Have you ever visited the gym sauna? It was built just recently, along with many other additions to the Fitness Center,” the mare explained, momentarily assuming her more usual teacherly tone. Though, with her huge tits straining the bra and now even becoming slightly visible through the wet fabric, she looked much more like an exaggerated sexual parody of a lusty school tutor. “Turns out all those complaints we’d sent to the Princess about the so desperately needed investments in our infrastructure have finally bore fruit. All that had to happen was for the Princess of Friendship herself to take permanent residence in the town. And they say the royals don’t care about common people!” Cheerilee laughed.

“Anyway…” She directed her gaze at the stallion’s face again, her voice quickly regaining the notes of naughty provocativeness that Big Mac had already become accustomed to. “I’ll be making my way to the sauna to unwind a little. And maybe I’ll see you there too? I’m sure you’re going to _love_ the experience.”

And with that, the mare turned away, leaving the stallion to contemplate her proposition as she casually strolled out with just a light seductive sway to her hips. The image of her earth-shaking ass steadily rocking from side to side as she walked away remained in the stallion’s mind even after she left the room. And it was one of the things that made the decision in front of him so much more difficult.

Big Mac knew what he should do. What the ‘proper’ choice in this situation would be. But the meat log in his pants had long been trying to assume direct control over his mind and at this point, it wasn’t clear if his resistance would be able to last much longer. It was difficult for him to admit that he could ever lose control that much. After all, he could always just say no and excuse himself, could he not? Maybe he’ll just see what Cheerilee wants and decide after that? No harm could come from that, right? The fact that the mare was so much stronger than him had bothered him a little, but he was never worried about other ponies being able to overpower him so that kind of safety didn’t seem like much of a concern.

Step by step he started moving towards the door. He was still arguing with himself in the space of his own mind, but his body seemed to have made the decision already. And by the time the door shut behind him, he knew for sure what he was going to do. He hadn’t even finished his exercises yet, so there was no reason to go back home. No, the only reason he had to leave the gym was to follow Cheerilee to the sauna. And that’s where he had to go.

* * *

Finding the proper room didn’t take much time. Though for a moment, Big Mac was afraid that he was about to get cock-blocked by the unclear directions and his own ignorance of the layout of the building. He had to remind himself that this whole thing wasn’t about getting his erect shaft some action in the first place. If anything, he should’ve been relieved if he missed Cheerilee’s invitation. Nothing good was going to come of it, that was clear. Yet the carnal need within him – the one that Cheerilee made sure to stroke with her wanton suggestions, with the sight of her huge, barely restrained tits, and with every provocative movement of her body – demanded him to act.

The moment he entered the steam room, Big Mac was afraid – and secretly excited – that he was going to see Cheerilee sitting inside completely naked. Such a thing didn’t seem unlikely given the salacious flirtation that she had already sprung upon the unprepared stallion.

But beyond the light fog of the room, a thick white towel was also blocking Mac’s view of Cheerilee’s enticing boobage. Luckily, the mare’s powerful bust was fighting desperately for a chance to be released and feel the pleasant heat of steam that filled the room. And judging by how low the towel line already was on Cheerilee’s breasts – her dark areolas clearly visible, and even nipples threatening to poke out with each gentle sway of her body – it might’ve not been long before the whole garment was discarded.

Big Mac was wearing a towel of his own around his waist, while his clothes and everything else he had with him in the gym were resting safely inside a dedicated locker. He knew fully well that his erection could be easily seen stretching out the fabric in front of his groin. He imagined it might pass while he was undressing, yet at the moment his shaft was as hard as it’d ever been, pulsing with his adulterous desire for the Amazonian goddess of a mare before him. He didn’t fail to notice Cheerilee lowering her gaze to his crotch, and a moment later greeting him with a wide, foreboding smile.

“I knew you’d come. Few things could justify missing out on a nice sauna session… or on the activities that may accompany it.” A predatory tinge became just a little bit more prominent on Cheerilee’s welcoming expression.

“Mmm… definitely.” Mac nodded courteously. He knew what his reasons were for coming here, and they had little to do with the cleansing effect of steam. He would definitely never admit it outright, of course, but he didn’t feel particularly comfortable with the innuendo-riddled flirtation either, resigning to simply reacting to Cheerilee’s increasingly obvious suggestions.

He took his place on the opposite side of the room from the mare. She followed his unsure step intently with her gaze, but didn’t appear even a little bit troubled by his conservative choice. Big Mac felt his towel slipping from his waist as he was sitting down, threatening to leave him momentarily nude in front of her. He had to grab it with his hands and yank upwards, silently cursing himself for not tying it properly. The cloth had gone loose around his waist, forcing him to redo the work which seemed to amuse the mare in front of him.

But things weren’t all bad for Mac. He was happy to find that this position gave him a direct view on everything Cheerilee had to offer: her barely covered tits, her titanic muscles, and even her rump to a certain extent, even if it was hidden by the towel. And best of all, it left him far enough away from Cheerilee to keep her from getting physical with him… too soon. While the prospect of actually being able to press his palms into her soft breasts was extremely tempting, he was still intent on not crossing that line. What he was doing right now could already easily be considered cheating, but as long as he remained out of Cheerilee’s touch he could both get the pleasure of observing the slow sway of her oversized breasts and preserve most of his dignity at the same time.

“So how are things going on the farm, Mac? I heard you are almost done harvesting this season’s produce, is that right?”

The casual question pleasantly surprised the stallion. He was afraid Cheerilee was going to push further with her lustful advances, but a conversation about the farm presented a good opportunity to return their discussion back to something normal.

“We’re done with that actually. There’s still a lot of work left to do, but Applejack and Granny Smith are going to take care of that mostly.” Big Mac sat more comfortably on the bench, even suddenly feeling more relaxed as the topic of their conversation turned to something familiar. “They’re sorting out the produce, and are going to be making a whole bunch of apple jam soon. We’ve even got quite a few orders from our regular customers already. I help from time to time too, mostly when it comes to carrying the stuff around. But I still prefer to work in the fields. Unfortunately, there’s not that much left to do there until the start of the next season.”

“Mmm, but I’m sure that it does leave you with more free time, and that can’t be bad.” Cheerilee smiled reassuringly.

“Oh, it’s certainly not that bad at all. I’m sure the stuff you have to deal with at school every day is much worse. Can’t imagine how you are taking it so well. I had to look after Apple Bloom and some of her friends a few times, and almost all of those situations came close to becoming a disaster.”

Cheerilee laughed softly. “Not surprised.”

Mac’s eyes momentarily focused on the gentle rocking of the mare’s breasts. She brought her hands to her chest to adjust the towel, and Big Mac could swear he saw her expose one of her nipples to his sight for a split second, which didn’t even seem like an accident.

“That trio is the class’s most notorious group of troublemakers.” Cheerilee continued on casually. “They are not intentionally mean to other students, but their antics can still end up causing problems for them and for other ponies.”

“Hmm, do you want me to talk to Apple Bloom about it?”

“Oh, no, no.” Cheerilee shook her head. “That is not necessary. Her behavior has improved significantly already, and I’m sure with time all of that is going to be far behind. It’s a natural part of growing up. Some children are quite rowdy or overactive when they first come to school. But the combination of a kind approach, proper discipline if need be, and simply maturing with time always bring about change to that. There is nothing about Apple Bloom’s behavior that would leave me particularly concerned about her future. As long as we can make sure that she and her friends are safe, and that their activities don’t come at a cost to their studies, I’m positive that everything is going to be fine.”

Big Mac felt somewhat embarrassed that he kept ogling Cheerilee’s body even while she talked about such an important thing. But he couldn’t ignore the thought that a parent-teacher meeting was much better when it involved getting a direct view of the mare’s huge swinging tits all the while. And even if he couldn’t see her beautiful fat rear in this position, the sight of her powerful thighs quite made up for it at the moment. Cheerilee made sure to leave her legs uncovered for the stallion to enjoy, even teasing him from time to time with light movements. But her towel still remained tightly wrapped around her waist, keeping her most vulnerable place safely hidden behind the fabric.

“Well, I’m mighty glad about that. Hopefully, she doesn’t create too much trouble for the class and for you in the meantime.” Big Mac shifted slightly on the bench. His towel seemed to have become loose again already.

“Oh, don’t worry about that too much. I’ve got plenty of experience dealing with that kind of stuff. And all of the students have been acting much better lately, so if anything, these days I’m more relaxed than I’ve ever been at work.” There was a small mischievous smile on the mare’s lips, as if there was some detail she intentionally avoided mentioning.

“That’s great to hear.” Big Mac was slightly unnerved by Cheerilee’s cheeky expression, though he couldn’t quite understand the reason for it. But slowly the gears started turning in his head, steadily bringing him to the issue that he had already been musing on for a while. “Is that… uhh… related to the… to the change in your appearance?”

“Mhmm, it might be,” Cheerilee responded, teasingly wiggling her breasts and rump under the guise of sitting more comfortably on the bench. Or maybe it was Big Mac who was so focused on the mare’s thick goods that her every movement seemed like sexual enticement? “A lot has changed since we last met, and not just the things that are obvious to the eye.” She continued, casually gliding her hands over her breasts as if demonstrating the ‘obvious’ parts. “The gym workouts had made me feel much more confident about myself, and that had changed the way other ponies treat me too.”

Big Mac couldn’t disagree. He was somewhat intimidated by the mere sight of the towering mare, and when that was combined with her new confident persona, the stallion felt like putty in her powerful hands. In the enclosed space of the steam room, Cheerilee’s muscle-bound body seemed even larger, exuding an aura of authority that would be difficult for Mac to resist even at best of times.

And he certainly didn’t feel like he was nearly at his best at the moment. The heat was making him dizzy, and at the same time, unfamiliar tingles spread through his body, their rising sensations no longer covered by the hotness of the steam.

“How about you come and sit closer to me, Mac? There’s so much fog I can barely see you at this point.”

Big Mac felt as if he was struck by lighting. Cheerilee’s words were soft and kind, yet the power in her voice and body told a very different story. There wasn’t really that much steam in the room, definitely not enough to require him to sit any closer to be able to hold a conversation. He had a good guess of what Cheerilee really wanted to accomplish, and he could not avoid admitting that deep down he wanted it too.

Even if he didn’t, the idea of defying Cheerilee’s wish when he was so completely alone in a tight room with this beast of mare seemed completely unthinkable. He felt weak upon merely hearing her command. Or maybe that was the heat?

Whatever it was, Big Mac was compelled to rise from the bench, unsurely but steadily making his way to the opposite side. The damn towel had somehow gotten loose again, almost slipping from his waist the moment he stood up. He quickly fastened it again, only vaguely taking note of how unfamiliar his own body seemed to look when he glanced down. That didn’t even register as particularly noteworthy in his mind, as the whole world around him suddenly appeared strange and unfamiliar.

He felt as if he was in a dream; weak and lightheaded, he walked over to the mare, taking his place near her. What little empty space there was between their bodies at the moment he sat down was immediately cut to nothing as Cheerilee swung her arm around him, pressing him tightly into herself.

“Now that’s much better. We are friends, aren’t we? No need to fear a little bit of physical contact.”

None of this seemed like something that friends would do, but Big Mac couldn’t deny how pleasant the mare’s body felt when he was smooshed so tightly into her. She appeared absolutely gigantic from up-close, making the stallion question his earlier judgment about her size. The moment he saw Cheerilee exercising in the gym, he knew that he could barely hold a candle to her unbelievable strength. But right now, he didn’t just feel weak, he felt pathetic. Totally incapable of offering even the slightest amount of resistance.

The mare’s heavy arm felt more like a limb of a titan, completely unmovable by anything other than the will of the one who put it there in the first place. And it didn’t seem like Cheerilee had any intention of letting go of her catch. Quite the opposite, her hand began snaking towards his chest, rubbing his pecs and ultimately making its way to one of his nipples.

“Mmm, don’t think I didn’t notice how you’ve been ogling me all this time, Mac.” Cheerilee pressed her fingers into his nipple, squeezing and twisting it playfully. “But you don’t need to hide your feelings from me.”

This was really bad. Big Mac felt completely powerless in the mare’s grip. The movements of her hand were tender and slow, but they were colored by a lusting, possessive attitude that was impossible to ignore. Yet it wasn’t just the balance of power that was wildly against him – even his own body seemed to have betrayed him. He never expected that being manhandled by a stronger mare would be so arousing. The more anxious he became, the harder his shaft throbbed underneath his towel. Cheerilee might’ve been rubbing his naked chest, but it felt like every movement of her hand sent a signal directly into his crotch.

“Please… I can’t. I… I have a wife. I can’t…” Even the thought of Sugar Belle could not keep his treacherous stallionhood down. He had no power to resist, the only thing he could do was to plead, to ask for mercy from the unmovable colossus of muscle that had so quickly taken complete control.

“A wife? Haha.” Cheerilee chuckled softly, as if presented with some childish argument that didn’t even deserve a proper refutation. “Well, I don’t see her here. Do you?”

Big Mac shook his head, knowing that he was in no position to deny the obviousness of the mare’s statement. That also meant that he was rubbing his face into the side of one of her gigantic tits, and his aching cock appreciated that very much.

“I know what you want, Mac. And you know it too. You can’t hide from your own desires, and there’s no need to even try. I can give you everything you want, and much more than that. And no one else needs to know.” She turned herself to him, grabbing the towel and slowly pulling it down from her breasts. Finally, Big Mac’s eyes were graced with the sight of the very things that had been teasing him all this day – Cheerilee’s massive breasts. No longer restrained even by her already quite revealing clothing, her tits swayed lightly from side to side before slowly coming to a rest.

And this was the moment when Big Mac felt the mare’s hand start pushing his head into the pliable mass of tit-flesh before him. He didn’t even resist, simply letting her press his face tightly into her bosom. His head submerged almost completely, making the stallion feel as if he was completely surrounded by her soft boobs. Pressed so close, he could feel the sweet smell of her skin on his every breath. It was imbued with a small tinge of sweat that had accumulated during her exercises, mixed with the hotness of steam that condensed all over her breasts.

“Doesn’t that feel nice?” The mare cooed above him, tenderly stroking his hair. “I bet Sugar Belle never treats you to something like this.”

Sugar Belle was the last person he wanted to be thinking of right now. But he couldn’t deny that Cheerilee had far outmatched his wife when it came to the size of her tits, or the size of any part of her body for that matter. There was no way he could ever submerge his head so deeply into Sugar Belle’s modest cleavage.

Cheerilee’s incredible strength completed the picture, leaving him both scared and aroused in equal measure. He knew that if she wanted to, she could do anything with him. She didn’t even need to use force at this point, since Big Mac had almost no will left within him to defy her orders. His cock had been pulsing with need for a long while now, which served as the final argument for him to surrender to the pleasure.

Cheerilee smiled as she felt light kisses start peppering her chest. Big Mac was looking upon her with eyes full of fearful adoration at the same time as his lips paid their dues to the heavy mass of her soft magenta flesh. He seemed so different now from the big muscly stallion that had entered the gym less than an hour ago. The potion certainly had not failed her.

It seemed quite fitting that the same substance that had given her the incredible strength that she now wielded was also the one that turned Mac into the cute little colt in front of her. The poor thing didn’t even seem to notice the change fully yet. But Cheerilee certainly did. She saw his muscles gradually deflate right before her, his whole body shrinking as if by magic. Well, it _was_ magic, just not the kind that ponies were used too. She certainly needed to give her thanks to Zecora after this.

The stallion’s utter obliviousness quite amused her, but it couldn’t go on forever. She would have to explain it to him eventually. She was doing it for his own benefit too, after all. But that could wait a little bit more – until she revealed her final trump card.

“Mmm, your lips feel so nice, Mac. Do you really like my breasts so much?” Cheerilee knew fully well what kind of answer she was going to receive. And that was exactly why she asked the question.

“Yeesh,” the colt answered, not even taking his mouth from her tit. “I love ‘em so much, Shmoopy-doo.”

The mare’s eyes lit up at the mention of the old nick-name. It had excited some long-forgotten emotions, filling her with renewed determination.

“Oh, so that’s how you want to play,” Cheerilee said with lustful glee. Her arms wrapped around him in a vice-like grip as she pulled his head close to hers. The momentary displeasure on his face as he was forced away from her breasts was immediately turned around by a long, deep kiss. Cheerilee pushed her tongue inside his mouth, forcing the colt to suckle on it like a baby. She slowly explored the insides, sliding her tongue over his gums and teeth. Big Mac was completely overwhelmed by the mare’s aggressive advances, only responding to the invasion of his mouth with tender touches by his own tongue. Even while making out with her, he felt completely dominated.

“Such a nice taste, just like I expected,” Cheerilee cooed after finally breaking their kiss. But she didn’t stop there, her lips were immediately all over the colt’s face, peppering it with kisses, licks, and playful suckles. Her saliva mixed in with the condensed liquid on his skin, lick by lick leaving him covered with more and more of her spit.

Big Mac stayed in place, letting the mare go to town on his face. He felt her massive tits pressing into his chest and even moving to his chin and almost to his mouth whenever she raised herself up a little. That gave him an opportunity to leave a few gliding licks of his own on her breasts, and he certainly wouldn’t mind properly continuing his earlier session with them.

It didn’t seem like that was what the mare wanted at the moment though. After she was done tasting his face and covering it with her drool, she moved away a little, looking intently upon him.

“I think it’s time we get to the main dish, don’t you agree?”

Big Mac nodded nervously, suddenly feeling some new doubts racing in his mind. There will be no turning back after this. Everything up to this point was already far beyond what he would consider okay to do in a committed relationship. But if they proceeded, he would certainly not be able to deny his infidelity, not even on a technicality.

Yet as he saw the frown appearing on Cheerilee’s face, he immediately started nodding much more vigorously, afraid of angering his new mistress. Cheerilee responded with a smile, happy with his frightened obedience.

“Good colt. Now let’s go to the showers. I’ve got access to the VIP area, no one is going to bother us there~.”

Big Mac felt his heart sink… at the same time as his cock throbbed harder than it ever had, sending a jolt of perverse pleasure into his brain.

Before he could do anything, Cheerilee suddenly picked him up, placing the colt casually on her shoulder as she stood up from the bench. A high-pitched squeak escaped his lips from surprise. This was the first time in his adult life that someone manhandled him so easily, and that filled him with both fear and fascination.

It was only now – when he was carried to the showers by the powerful mare – that he truly understood that something really strange was happening with his body. He felt small and weak, like a child being hauled around by a towering giant.

The showers were just a short corridor away, as Mac soon learned. He saw the sauna door close behind them as they exited the room, smacking with a loud thud after receiving a ‘light’ tap from the mare’s mighty hand. But her walk was steady and she handled the colt with surprising care, keeping him comfortable all the way to their destination. If one didn’t count the moments when Cheerilee decided to almost nonchalantly squeeze his butt, pressing her palm into his soft flesh through the towel.

“Can’t wait for that thing to come off…” He heard her say quietly. Big Mac didn’t know if she meant for him to hear it, but either way it was clear that he wasn’t going to get away from this situation any time soon.

He wasn’t even sure whether her incessant groping was making him feel better or worse. On one hand, his shaft was pleasantly rubbing across the mare’s beefy shoulder, and it definitely responded quite well to the molestation of his unprotected rear by Cheerilee’s strong arm. But he couldn’t shake off the feeling that he was being used and forced to completely surrender all control to the superior mare.

“And here we are… don’t hit your head, hehe.” The mare opened the door to the shower room, carefully carrying the colt inside. Despite her warning, Mac didn’t have to do anything, as Cheerilee made sure that he passed safely through the door frame.

A few seconds later they were going through another door, this one leading to the VIP area. Big Mac heard the soft click of the lock as the mare closed the door behind them, signaling the start of their ‘private session’.

She slowly placed him on his feet, stepping back and looking proudly at her handiwork. The difference between them was immediately clear. Cheerilee towered over the sissified colt, making him question how he didn’t spot this stark change back in the steam room.

The mare did not fail to notice the colt’s inquisitive look, but instead of answering it directly, she stepped to the side, walking over to one of the showers, leaving him little choice but to stare in confusion at her back, as he tried to force himself to raise the issue. He was never a particularly talkative stallion and this strange situation certainly did nothing to bring out the extrovert in him. He even briefly considered simply unlocking the door and running away as far and as fast as he could, but before he could make any decision, Cheerilee addressed him again, still standing with her back to him.

“I know you’ve noticed the changes in your body. Don’t worry, they are not permanent… unless you want them to be, of course~.” He couldn’t see her face, but he was sure that Cheerilee was sporting a wide smug grin.

She fumbled for a second with her towel, and a moment later her naked body was finally exposed to the colt’s sight. Or at least its backside.

Big Mac’s focus was immediately on her large purple ass, his own troubles forgotten in a flash. Some part of his mind still kept sending distressful signals, reminding him of Sugar Belle, and of his own precarious situation. But it could hardly beat the raw stimulus of seeing a mare’s invitingly presented behind, especially when Cheerilee decided to shake it teasingly from side to side, as if asking him to touch it. And all the while his twitching cock was sending an unending stream of demands straight into his brain to do exactly that.

“The water I gave you was laced with a very special potion that Zecora had so generously offered me.” Cheerilee continued on casually. “It affects everyone differently, but there is one rule that binds its effects together. This potion… it shapes you into the pony that deep down you were always meant to be. Physically at least. It does have an effect on the mind too, but it is much more subtle in that regard.”

Big Mac wanted to focus on Cheerilee’s words, he really did. But it was difficult to take his eyes away from the mare’s completely naked behind. He was rubbing his cock gingerly through the towel, still not fully sure if he was ready to commit to the act. He heard what she said, and he definitely comprehended the meaning, yet the weight of her words had not yet fully settled in his mind.

The showerhead came to life, starting to sprinkle water on the mare underneath as she turned the handle. “Oh, the water is great. It’s so warm! Come join me, Mac~.”

Cheerilee had to raise her voice to be heard over the sound of falling liquid. But her message was clear – the time for discussion was over, while the ‘fun’ was just about to begin. Big Mac was too intimidated to change the topic back to the effects of the potion on his body. And in some sense, he wasn’t really that concerned about it. Living in Ponyville had given him plenty of experience with all kinds of strange magical effects, including ones that directly affected his body, or even worse – his mind. He still remembered the haze that Twilight’s ‘want it, need it’ spell had left in his head. Just like Discord’s magic had before that. And the love potion too, for that matter. Really, being under an effect of some strange magic had become way too familiar to him at this point.

What certainly wasn’t familiar, was being alone in the shower with an absolutely shredded – and completely naked – mare that could easily snap his body in two. He never imagined that his cock would be as hard in that kind of situation as it was right now. The size of his shaft had been impacted by the potion just as much as the rest of his body, but his libido had definitely not suffered any setbacks, and if anything was way stronger than usual, completely overpowering his rationality.

He took an unsure step forward, heeding Cheerilee’s command. He didn’t want to disappoint her with his inaction, but neither was he ready to push himself fully into the action. A few more slow steps followed, bringing him close enough that he could feel some of the water droplets hitting his face. Despite the loud noise of the shower, the mare seemed to have felt his approach, turning around and flashing a wide smile.

But her expression was the last thing on his mind at the moment. His eyes were glued to the large, meaty object at the mare’s crotch. His mouth opened in shock, as he was struggling to process the sight before him. Cheerilee had a cock. It was absolutely huge, way bigger than whatever he had in his pants normally, and completely dwarfing his current diminished size.

“Ya like it?” She grinned, wagging her shaft around playfully. “I know how much you love the full package when it comes to your mares.”

Big Mac didn’t understand where she got the idea of him liking the ‘full package’, but he couldn’t deny that the sight of her massive shaft was strangely exciting, and even, dare he say it… _arousing._

“How about you remove that towel, Mac? You aren’t going to shower with a rag around your waist, are you?”

The colt wasn’t even sure if he was really ready to go in yet, the confidence that he’s been building up for the past minutes almost completely demolished by this new revelation. But he just couldn’t bring himself to oppose Cheerilee’s wishes. Her words might’ve been kind and playful, but the mere sight of her bulging muscles had instantly transformed them into unquestionable commands.

Cheerilee licked her lips lustfully as the colt began removing his towel, the corners of her mouth rising just a little as his demure tool came into her view. It twitched pathetically – a pitiful imitation of powerful throbs that coursed regularly through her own shaft. She wrapped her hand around the base of her dick, pointing it to the colt’s surprised face.

“Wanna get a taste of a real cock, Mac? You won’t find any nearly as large as mine anywhere else, I can assure you.” A large glob of pre escaped the mare’s cockslit. Big Mac’s eyes intently followed its path down the length of her shaft as he unwittingly started moistening his lips. “Hmm, I guess Zecora’s might rival it, but she has her own _toys_ to play with.”

Big Mac took a step forward. Now Cheerilee’s dick was almost touching his flat chest. He brought his gaze back to her face, only to see the mare gesturing for him to lower himself down with her index finger, and brandishing a cocky smirk.

Warm water was cascading down her body, circling around the base of her cock and then falling down from her huge cum-filled balls. That magical sight was just before his eyes as he stood on his knees in front of her dick, building up the courage to finally give it a lick. And as always, Cheerilee was there to give him a push in the right direction. She placed her hand on his head, petting him, and guiding his mouth towards the precum-covered tip of her shaft.

And that was how Mac got his first taste of cock. His soft lips pressed into the salty flesh as his nose got assaulted by the powerful musk at the same time. It had a distinct, potent smell, one that he was sure to never forget. Cheerilee continued pulling him in, forcing the colt to start opening his mouth wider and taking in the bulbous head of her shaft. It pressed into his tongue, smearing the pre over it and giving him a good taste of the nasty substance. Mac was embarrassed to admit that it wasn’t even that bad. He was afraid that he was going to gag the moment her cock touched his lips, yet the taste was almost addictive. He couldn’t really describe it as pleasant, but there was something special about it, something that made his own shaft throb in need.

“Mmm, you have a really nice mouth, Mac. You should be using it more~.” Cheerilee cooed from above. She started massaging his scalp with her hand, running her fingers through his orange locks. “And don’t focus too much on my crotch. I understand how much you like the sight of my cock, but I do want to see your beautiful eyes looking at my face too.”

Mac gingerly raised his gaze, almost making the mare d'aww with his cute submissive expression. His tongue slid around her cock inside his mouth, tasting it from all sides and leaving it covered in his spit.

“Such a nice colt,” Cheerilee praised Big Mac, petting his head. “Clean up my balls too. The sponge is a bit too rough for my sensitive skin there, but I’m sure your soft tongue will be just the thing they need.”

Mac didn’t remember ever having trouble cleaning his junk with a regular sponge. He certainly wouldn’t mind swapping it for a mare’s mouth though, that he couldn’t deny. But it was his own mouth that was now about to get into a steamy threesome with Cheerilee’s massive nuts.

She kept her hand on his head, guiding him to her musky sack. The smell was overwhelming. Big Mac didn’t even attempt to resist it at this point, taking a deep breath with his nose and letting the aroma of Cheerilee’s balls course through him.

Rivers of trickling water formed on their fleshy surface, forking into several streams along the path and eventually falling down to the floor. Mac placed his tongue onto one of the streams, directing the liquid into his mouth. Luckily for him, the shower had already done a good job of washing her nutsack, but he could still taste a small tinge of the mare’s ballsweat in the water, not letting him forget the source of his ‘drink’. He gulped down the liquid in his mouth and started placing long loving licks on the dark skin of her sack.

It made for a slow progress for sure. The size of Cheerilee’s nuts was huge, and he could even feel them churning with an unimaginable amount of sperm inside. That mere fact was already enough to demand worship and praise from a little submissive colt like him. All the sights and smells only further ingrained his new role in his mind, making obedience the only answer when faced with such an example of unparalleled virility. It was an honor for him to even be able to touch her ballsack with his tongue, let alone clean it as thoroughly as he was tasked to do now. He certainly wasn’t going to waste this precious opportunity.

Big Mac worked as diligently as he ever did, running his lips along the salty surface of Cheerilee’s balls. His tongue did a good job of collecting the layer of sweat that water alone could not wash away. The shower did help to dissolve the stuff once he licked it up, only leaving a light, but long-lasting aftertaste of the mare’s potent musk on his tongue. And with each tender lick and kiss, the taste of Cheerilee’s nuts had become more and more familiar, and even increasingly pleasant in some way.

She kept gently massaging the colt’s head, which when combined with the loud noise of falling water and her low moans had served to put Big Mac in a near-trance state, letting him focus completely on pleasuring her sack. The sound of the shower overwhelmed any noise that might be coming from outside, making the colt truly feel as if there was nothing else in the world other than him and the mare that had dominated him so thoroughly. He didn’t see it exactly that way of course. Cheerilee _deserved_ to be worshipped, that was the least he could do to repay her for gracing him with her presence. The taste of her ballsack on his tongue was a gift to be cherished, and he made sure to sample as much of it as he could.

She slowly stroked her shaft with her free hand, enjoying Mac’s mouth on her fleshy orbs and delighting in the feeling of hot water running down her body at the same time. Now this was the kind of relaxation she needed after a nice training session in the gym. She didn’t even have to bother with cleaning herself up anymore – her little servant would gladly do it at her command. With his tongue, if need be.

“Mmm, how do my balls taste, Mac? Much better than Sugar Belle’s cunny, I’m sure.” Cheerilee chuckled, scraping her fingers across the colt’s head.

Only a muffled sound came from below, but judging by the feeling of Mac’s tongue redoubling its efforts of worshipping her sack, it had to be something that approximated to an agreement. That’s how Cheerilee viewed it, at least. As long as the colt’s mouth offered its wet praises to her balls, she was happy with him. But she was still going to get an assurance of undying loyalty from him sooner or later. And Cheerilee wasn’t the kind of mare to wait long, or at least her ‘new’ self wasn’t.

“I think you’ve cleaned up my sack well enough now. But if it gets sweaty again you won’t mind suckling on it a little more later, right?” She grabbed his locks, pulling him away from her crotch to look upon his face.

Big Mac nodded gingerly, looking up at the mare with a look full of fear and adoration.

“Such a sweetheart,” Cheerilee’s lips spread in a condescending smile. “Now give me a kiss.” She pointed the slimy head of her dick at his face. It throbbed right in front of him, discharging a large glob of thick precum.

After just a short moment of hesitation, the colt pushed his head forward, placing his soft lips around the cockslit. He put all his love for the mare’s horsecock into the kiss, staring longingly into her eyes as his mouth gathered the viscous treat from the tip of her tool. It pulsed even harder in response, sending another wave of pre directly inside his hungry maw. The nasty substance coated his taste buds, forming a layer of sludge over the surface of his mouth. It still felt slimy inside even after he swallowed the first batch of Cheerilee’s syrupy pre.

While the mare had given him an opportunity to make the first move on his own, now that Mac had demonstrated his love for her dick, she became a bit more aggressive, steadily pushing him down the length of her shaft. At first, her cockhead popped inside his mouth, forcing his jaw to stretch wide in order to accommodate its girth. But she didn’t stop there, now adding the force of her hips into the action too. The poor colt’s head was stuck between the mare’s unshakable hands and her steadily approaching crotch, guided by the most powerful thighs and rear he had ever seen. There was no getting out of here for him, even if he hadn’t been transformed into a sissified version of himself.

Tears started welling up in his eyes when Cheerilee’s tip approached his throat. He looked up pathetically, pleading the mare for his life in the only way he could. A whimper escaped his mouth when she pushed further, turning his already quite submissive expression into one of total surrender.

Cheerilee’s grip relaxed and she pulled her hips back, taking her shaft out of his mouth. Big Mac immediately descended into a tirade of coughs, spitting out a mix of his drool and the mare’s cockslime. All the while, Cheerilee petted him softly, rubbing her dick across his face.

“Good boy. Let it all out.”

Most of the stuff he coughed out ended up back on her cock, hanging underneath it in long bubbly strings. And as soon as the colt stopped wheezing, she pushed her shaft into his mouth again, forcing the slime back where it came from. Big Mac didn’t seem to mind – the taste of dick and precum didn’t trouble him anymore. He only hoped that she wouldn’t accidentally suffocate him with it.

And Cheerilee was indeed careful not to push the colt beyond his limit. She delighted in bringing him right to the edge of his senses and seeing his helpless expression. Which she proceeded to do time and time again, pushing her cock just deep enough inside his throat to make tears appear in his eyes and to see the first signs of gagging. For some reason, his tearful pleading expression had given her the kind of pleasure no other thing seemed able to. She remembered his usual stoic face and the stark contrast had made her excited beyond belief. The feeling of total domination over the one who had arguably been the strongest stallion in the town had caused a constant tide of pulses and twitches to course through her shaft. And she was sure that Big Mac could feel them too. Whenever her cock throbbed particularly hard she could even hear a barely audible squeak escape his lips.

It certainly wouldn’t be long before she gave the colt a nice helping of her homemade protein shake. Except the only growth this particular drink was likely to give him would be in his soft butt and thighs. Cheerilee would make sure of that. She had big plans for her little femcolt, and they certainly didn’t involve any kind of return to his previous strength. He didn’t need it anyway, when he had her. She would keep him safe and comfortable in her unwavering grasp. How could she not, when he was looking at her with such an unbelievably cute expression?

Cheerilee sighed pleasantly, pushing her cock just a little bit deeper inside his maw. Big Mac’s face was wet from the shower, but she could still notice some tears rolling down his cheeks. Cheerilee felt pleasure rising in her crotch, spreading through her shaft and balls. The pressure was mounting inside, urging her to surrender to the feeling.

The sound of her heavy moan reverberated through the room, momentarily overshadowing the noise of the falling water. Big Mac didn’t need to ask what happened to know that he was about to receive his largest meal of the day. His eyes opened wide as he felt a powerful pulse surge through the shaft in his mouth. His own cock twitched in response, signaling its submission to the superior tool.

Cheerilee’s palm clutched his hair tightly and was keeping him in place, not allowing the colt to move away even an inch. A moment later, a wave of nasty spunk entered his throat, traveling directly into his stomach. The next shots followed a similar trajectory. Fat ropes of cum were hitting the back of his throat and flowing down through his gullet. Almost immediately he felt full, yet more and more of Cheerilee’s thick semen continued to be discharged from her shaft. It pulsed with every wave, giving him just a fraction of a second to prepare for the next shot. Not like he could or wanted to do much about it anyway. He was ready to take all that she wanted to give him, as long as that made her happy. And it certainly did.

Even through the tears in his eyes he could see the ecstasy on her face when he looked up. This was certainly the happiest he had ever seen her, and that made him feel warm inside too. Or maybe that was the heat of cum that Cheerilee had loaded into his belly?

Well, whatever it was, it made Big Mac feel good, and isn’t that the only thing that ultimately mattered? As long as Cheerilee was happy, he would be happy too – that was clearly the lesson his body wanted him to learn. Big Mac didn’t resist it. He was delighted to accept the wisdom that Cheerilee’s horsecock was teaching him. He had learned so much about himself today, and he was excited to find out what more the dominant mare had in store for him.

After about a dozen heavy pulses, Cheerilee’s release finally started tapering off. The pressure in her sack subsided. Her sperm didn’t shoot into Mac’s throat anymore, instead, it began pooling inside his mouth, forcing the colt to swallow when it started threatening to escape. His stomach already felt heavier than it ever did, but he still forced himself to gulp down mouthful after mouthful of her semen.

By the end, Big Mac felt like there was enough cum inside his belly to impregnate all the mares in Equestria ten times over. At this point, a significant fraction of his weight was made up purely out of Cheerilee’s jizz.

If not for her hand holding his head in place, Mac would’ve probably fallen face-first onto the floor the moment she dislodged her cock from his mouth. He felt exhausted in a way that no session of work at the orchard had ever left him. And judging by Cheerilee’s hungry expression, she wasn’t even fully satisfied yet. Her heavy shaft hung in front of his face with just a slight bend to it, drooping under its own weight. It lost a little of its firmness, but it was still by far the biggest cock he had ever seen. Cheerilee started playfully rubbing the cum-covered tip across his face, leaving a trail of slime on his red skin.

“What a cutie~.” She circled her cock around his snout, pressing it into his cheeks one after another. “Just gotta pretty you up a little with your new personal cream, and you are going to look absolutely perfect.” Cheerilee squeezed out the remnants of her semen from her cockslit, smearing it across his face with the head of her shaft. “And don’t forget to clean me up,” She said, pressing the tip into his lips.

The colt opened his mouth, allowing Cheerilee’s cock to enter. He was momentarily afraid that she was going to start pushing it deeper again, but the mare seemed satisfied with just having him clean her at his own pace. He circled the ridged head of her shaft with his tongue, collecting all the cum that stuck to it and quickly gulping it down. It didn’t even feel like that much trouble after what he had just gone through. Cheerilee’s semen was still churning inside his stomach, but it seemed like it had begun settling in little by little and worried him progressively less. He doubted that the pressure inside him would subside fully any time soon, but he felt that, at least, he would be able to stand and walk right now, if he really needed to.

Despite being in the shower the droplets of water that chaotically hit his face were hardly enough to wash away the thick mass of gunk that covered it. Cheerilee herself was standing directly under the showerhead, which meant that only stray sprinkles of liquid could hit him. Unless she allowed him to clean his face directly, it was likely that her spunk would remain there for a while. In fact, that appeared to be exactly what she desired.

“Now I want you to look closely at this thing.” Cheerilee suddenly grabbed his attention, pointing to her cock. “ _This_ –” she wrapped her hand around the base of her shaft, waving it ominously in front of him “– is going inside your ass. Yes, the whole thing. Right now.” the mare announced in response to his astonished gaze. “And don’t look at me like that. I know you can take it.”

Big Mac wasn’t at all sure that he could. But he had to trust Cheerilee, right? One has to trust their partner after all, how could any relationship hold together otherwise? She was the one with the huge cock at her crotch, so surely she knew better how and when to use it.

He nodded lightly, looking fearfully into her eyes.

“Oh, don’t worry. I’ll be gentle,” Cheerilee responded, giving him her warmest teacherly smile.

It was difficult for Big Mac to accept that his poor virgin rear could possibly survive taking the whole thing inside, even with the mare’s assurances holding true. He had no choice though. Neither Cheerilee nor his own subjugated mind would ever allow him to deny her wishes.

“Now turn around and let me see what I’ll be working with.” She drew a circle with her finger, gesturing for him to do as she said.

After giving one last pleading look to his mistress, Big Mac began slowly turning himself around on his hands and knees. Despite the heaviness inside his stomach, he was able to move without much trouble, though at one moment he was actually afraid he was about to slip on the wet shower floor.

He immediately felt anxious once he was facing away from Cheerilee. Mac knew she was standing just behind, yet the noise of the shower masked her presence perfectly, in the moment making it appear as if he was completely alone. But the fact that he was very much not alone, despite the appearances, was exactly what made him so uneasy.

He stuck his rump out, even waving it from side to side just a little, hoping that the sight would please the mare. It seemed to him that he could discern a pleased hum coming from behind in response to his actions. It reinvigorated him in some way, giving him the confidence that he so thoroughly lacked. He waved his behind a bit more eagerly, earning himself another approving hum.

But before the colt could really get into it, he suddenly felt a pair of palms clasp around his asscheeks, groping him possessively. His whole body tensed for a moment, but as Cheerilee’s strong hands continued playing with his butt he quickly relaxed, even enjoying the feeling of her rough gropes and squeezes on his tush.

One of the mare’s hands had grabbed the base of his tail, pointing it to the side to give her unobstructed access to his rear. But before she completely let go of it, she gave it a light playful yank, sending a shiver through the colt’s body.

He felt his asscheeks being spread apart next. Cheerilee’s fingers were circling around his rim, applying gentle pressure on it. It felt strange, but not unpleasant. Her digits were progressively approaching his pucker, eventually pressing into it and finally, one of them slipping inside.

Big Mac opened his mouth, exhaling heavily. It was difficult to imagine that very soon he’ll have to take the beast that dangled between Cheerilee’s legs. But the slow start gave him hope that she knew what she was doing. He felt more confident now, even if his legs still shook slightly at the thought of actually going through with it.

“Mmm, I can’t wait anymore,” Mac heard the mare speak under her breath. For a second, his behind was left alone as Cheerilee moved away. But a moment later something heavy and firm suddenly slapped his butt, making his sissy body shake with anticipation. He knew what it was, and he certainly knew where it was going.

Cheerilee swayed her cock over his ass, giving the soft flesh a few more smacks with her drooling tool. It was quickly getting back to full hardness after having just discharged its first load and the perverted mare wanted to make sure that Mac felt that, even if he couldn’t see it directly.

And he sure got the message. It was impossible to mistake the weight and slickness of her cock for anything else. And when he felt her pressing the broad tip of her tool against his pucker, he immediately knew that his asshole would never be the same. It was difficult to believe that this huge beast could possibly go inside him, but Cheerilee didn’t seem discouraged at all and was applying steady pressure to his entrance, continuously pushing forward with her powerful hips.

Big Mac could feel the pumps of blood coursing regularly through her shaft. Every time it twitched, it also released a large glob of precum, lubing up his hole in preparation for the coming violation. The combination of an ever-increasing amount of Cheerilee’s pre and the unyielding pressure of her hips soon brought the first results. With one particularly heavy push, she was finally able to start sinking her fat cockhead into the colt’s entrance. A satisfied grunt escaped the mare’s lips as soon as she felt his rim stretch around her dick, applying pleasant pressure to the sensitive tip of her shaft.

Big Mac’s mouth opened too, but no sound escaped his lips. He was in shock. The intensity of the feelings in his ass had left him speechless, completely overwhelming him. He didn’t know it was even possible for his rectum to produce such strong, mind-numbing sensations. Luckily, his personal tutor Cheerilee was here to teach him all about the forbidden pleasures of being a submissive butt-slut.

She stayed in place for the moment, simply letting her tool drool out some more of its slime inside his tunnel in preparation for further advance. Big Mac could sense it too: the regular throbs of her shaft, the relentless waves of her gunk, and the slick feeling of that nasty precum covering his inner walls.

Very soon Cheerilee continued her conquest, holding the colt’s hips in place with her hands as she started pressing herself harder into his behind. Slowly but steadily her cockhead began advancing through his tunnel, stretching out the walls to their limit for the first time in his life. It felt as if some alien pressure was forcing him apart from the inside, taking away his breath and even his ability to think. As soon as he managed to recover even a little, Cheerilee redoubled her efforts, pushing her cock ever deeper.

Big Mac didn’t even feel strong enough to plead with her. He breathed in and out rapidly, trying to focus on anything else other than the unbearably intense feelings in his overstretched behind. He couldn’t even say that the sensations were all that unpleasant; instead, it was the pure intensity of it that made him feel weak throughout his whole body. Even though he stayed completely in place, it felt as if he was going through the most physically demanding exercise of his life. His heart beat ever faster, his breath grew shallower, and sweat started pouring from his pores. Still, he persevered; there was no other option. The slowly growing tingles of pleasure that were spreading out from his violated asshole were giving him some hope, tantalizing the colt with the yet unexplored joys of being forcefully taken from behind.

Cheerilee leaned over him, lowering her massive bust on Big Mac’s head. Her superior size allowed the mare to cover his whole body with her own, smothering him with her soft tits. The warmth and pleasant texture of her skin that quickly engulfed him made the colt feel surprisingly safe and cared for, finally allowing him to relax, if only a little.

“Mmm,” Cheerilee hummed happily into his ear. “I’m going to stretch out your ass so much, Mac. From this day on, it belongs only to me. I don’t want any other cock to even come near it, you got that? Or any other mare for that matter.”

The colt nodded his head frantically. Something that resembled ‘yeeessss’ came out of his mouth, though a moment later even Mac himself wasn’t sure what exactly he had said. All he knew was that not even a single inkling of disobedience was allowed to be present in his mind. His whole body demanded him to submit, to obey the superior mare in every way, and to fulfill her every depraved wish. He had no argument to present against that. Not like he was able to form any kind of coherent thought while Cheerilee’s cock was still advancing through his ass at a frightening pace.

It seemed like the mare was intent on keeping him on the very edge, making sure that every single moment of ass-stretching was just as intense as the last, but not going as far as to break Big Mac completely. Still, the moment when her thick medial ring passed his ponut a girlish yelp escaped the colt’s lips, his mind going momentarily blank from the potent mix of both overwhelming pain _and_ pleasure. It felt as if his body was transformed in real-time to perfectly fit Cheerilee’s massive shaft. His tunnel was being molded by the masculine tool into a personal cockwarmer for the dominant mare, yet the thought of it only made him feel more excited. He couldn’t come up with any reason to deny her inevitable conquest. It was as if not just his asshole, but his very mind was being progressively reshaped into one of a meek, submissive femcolt, ready to spread himself at the smallest sign from his towering mistress. He felt that he would never be able to go back to being who he was before, and surprisingly that didn’t seem to trouble him anymore. Becoming Cheerilee’s toy was just an unavoidable result of being a little obedient sissy that he was. If anything, he should be grateful to her for taking him in her care and protecting him from all those mares that would seek to take advantage of him.

“We’re almost there, Mac,” she chirped from above. “More than half of my cock is already inside your tight little ass. And you thought it was impossible. See, this is why you need to trust me with everything.”

That made sense... to Big Mac’s clouded mind, at least. If you can’t trust the person that’s ten inches deep inside your ass, then who can you trust, really? Not his own judgment that’s for sure. He felt so light-headed that it was _clearly_ much better to just fully resign his thinking in favor of simply obeying Cheeirlee’s every command.

“Do you love me, Mac?” the mare asked suddenly, surprising the colt with her forwardness even after all that she’d done and said already.

“O-of course I do!” Big Mac immediately scrambled to reply. He knew that even a single moment of hesitation could send a dangerous signal. But that was still not enough for the domineering mare.

“Then say it.” She commanded, pushing her cock harder inside him. “Call me your Queen and tell me how much you love me.”

“I love you with all my heart… my Queen.” Big Mac felt some very ominous notes rising in Cheerilee’s voice. His behind had already gotten a small taste of her temper, and he knew that the fate of his stretched asshole was balancing on a razor’s edge. “I never loved anyone but you. I’m yours and will always be yours.” Never before had Mac been this direct about his intimate feelings. But it seemed like Cheerilee’s fearsome cock was able to bring a talkative side even out of him.

“You never loved anyone else you say?” The mare’s mood suddenly darkened even further, despite his reassuring words. She slammed her hips forward, hilting the rest of her shaft inside him with a single powerful move. Big Mac let out a loud feminine yelp but Cheerilee gave it little heed. “Why then, did you pick Sugar Belle over me? Why are you still married to her?”

“But… but… schmoopy-doo--”

“DON’T! SCHMOOPY! DOO! ME!” Cheerilee accented her every word with a powerful thrust, suddenly going hard on the colt’s untrained asshole.

“I’m sorry, my Queen. Aaah! Please, forgive me!” Big Mac fell into a tirade of pathetic cries and frantic attempts to placate his mistress. “I was wrong. I never should’ve married her, or dated her, or even looked at her!” He screamed again as Cheerilee quickly pulled out and then immediately thrust inside the whole length of her huge cock.

“I will leave her today, even. I’ll do whatever you want,” The colt felt tears coming to his eyes, both from the intensity of his violation and from the emotions that rapidly overwhelmed his sissy mind. ”You’re my goddess. I don’t need Sugar Belle, I only need you.”

“Hmm. You’ve been unfaithful to me, Mac.” Cheerilee’s words hurt, but he could also feel a bit of compassion appearing in her voice again. He prayed that he was not mistaken. “I’ll forgive you. But you will have to work hard to earn that forgiveness. You will never make the same mistake again, you understand that?”

“Yes, yes, my Queen, thank you.” A wave of animalistic happiness washed over the colt. Like a pet receiving a treat from its kind master. “I will never, ever leave you.”

Cheerilee’s hips finally slowed down, no longer ravaging his tailhole as if it was her personal fleshlight. Her thrusts grew more measured and much less erratic, though Big Mac had a strong feeling that this respite was only temporary.

He couldn’t deny that the sensations in his ass were becoming much more pleasurable as the pain and tension of being penetrated for the first time started to slowly dissipate. Now that his inner walls were stretched out once, it was that much easier for Cheerilee to keep spreading them apart again and again, her cock reaching deeper and deeper within him.

Her strokes were long and decisive, just as they had to be to properly train her new toy. She made absolutely sure that by the end of their session, he would be screaming her name in ecstasy, and that all memory of his wife, and even of his whole previous life, would be completely forgotten in favor of worshipping his Amazonian mistress.

She kept him pinned down securely underneath her, not letting the colt move an inch without her leave as her hips kept methodically driving her drooling tool in and out of him. Loud spanks resounded across the room, signaling the moments when she hilted inside, slamming into his aching red rear. Her huge balls swung like pendulums, hitting his thighs with monumental force. Even Big Mac’s own diminutive sack didn’t avoid its punishment, receiving spank after spank from Cheerilee’s firm orbs. If the feeling of her oversized cock ravaging his ass was not enough on its own, this part quite clearly demonstrated his inferiority, even making the colt afraid that his sensitive nuts might just get crushed by the mare’s steel-solid balls.

That didn’t happen, of course, but from time to time, his sack did receive a stinging hit from its larger spunk-filled peer. Cheerilee didn’t even seem to notice that. She continued smashing her crotch into the colt’s behind without a pause, becoming progressively faster and more vigorous in her thrusts. It was clear that the only reason she didn’t yet completely annihilate his virgin butthole was her desire not to hurt him… too much. But as soon as she felt that he was becoming used to her speed, she raised her fervor, seeking a maximum amount of carnal pleasure.

Mac’s head was pressed tightly between the tile floor of the shower and her cleavage, not letting him raise it up even a little. Even in the brightly illuminated room, it still felt like he was completely surrounded by darkness because of how little light reached his eyes through the wall of smooth skin that enveloped him. And even if some wayward ray of light managed to get through the fleshy barricade, all it could show was an unending expanse of Cheerilee’s magenta tits. Completely stuck in this position, the only thing that the colt could focus on were the unfamiliar, but increasingly pleasant sensations in his rear. The jolts radiated from his rectum into the rest of his body after each of the mare’s thrusts, reaching to his sack and even to the very tip of his own shaft. Despite the near-total lack of any stimulation to his dick – apart from it being roughly dragged across the floor – Mac’s cute little peeny was regularly spurting out precum, surprising even the colt himself with how hard and exited it was. He loathed to admit that being fucking in the ass felt just as good – or even better – than doing the deed himself, but he would have a lot of trouble convincing anyone that he wasn’t a natural butt-slut if they happened to see the state he was in right now.

As the ache in his ass receded, a new world of pleasure and ecstasy opened up before the colt. Cheerilee’s swift thrusts sent shocks through Big Mac’s body, and little by little he felt a moan rising in his throat. He wasn’t used to being loud, yet at the moment it felt only natural to give voice to feelings that had been welling up inside him. Not able to contain it any further, Big Mac opened his mouth, letting out his most feminine cry of pleasure yet, so high-pitched that any pony that heard it would have trouble believing it wasn’t produced by a mare.

Cheerilee smiled, happy to hear her colt give voice to his lustful joy. That was exactly what she wanted from him. To have him show to the world just how much he loved her, and how much he enjoyed taking her cock.

“You’re having fun, Mac?” she cooed into his ear. “Don’t worry about anyone else hearing you, we are all alone here. You can scream to your heart’s content.” And if someone did happen to enter, it would be their own _damn_ fault. She was tired of playing around. She will claim her colt today, and no one was going to stop her. Not Sugar Belle, and not anybody else.

The thought of the skank that had stolen her dear Mac reignited the fire within her. Cheerilee’s hips moved faster, slamming into his ass with even more force. She needed to hear his cries again, needed to know that he was hers and only hers.

Her colt did not disappoint. He threw away all the inhibition of his previous, inferior life, screaming his heart out as his rear was mercilessly ravaged by his mistress. And while his cries were somewhat muffled by Cheerilee’s own gigantic breasts, she heard him crystal clear. She even felt a slight tickle of his hot breath on her skin – a subtle sensation, but one the mare still enjoyed immensely.

“Are you ready to become mine, forever? To be claimed like you’ve never been? There will be no going back once I fill you up.”

Big Mac felt like he was already far past the point of return. The road back had been long blocked by Cheerilee’s massive cock. His mind was overcome with pleasure and he would surely agree to anything the mare wanted from him. To let her release her thick load inside his ass was basic courtesy at this point.

“ _Yeeeeessss!_ I’m yours, my Queen. Please, give me your seed!” Big Mac never imagined these words would leave his lips. And yet here he was, screaming them out, with not a single note of hesitation in his voice.

“I want you to cum for me,” Cheerilee commanded the colt. “I want your body to prove that it wants to be taken.”

There was no need for her to even tell him that. Her constant thrusts made it impossible for the colt to keep his rising orgasm down anyway, even if he wanted to. Every time she hilted inside, he could feel it getting closer and closer. Cheerilee’s command or not, he was going to cum soon.

The mare groaned on top of him, sensing her own orgasm approaching. It was going to be a big one for sure. Even after releasing her first load in Big Mac’s throat, her balls still bulged with semen, ready to fill the colt from the other side. But she needed to wait for him to surrender to his own lust first, to show his love for her.

Cheerilee switched up her pace periodically, going quickly from rough, rapid rutting to deep, measured thrusts and back again. Sometimes she would hilt inside him and stay there for a few seconds, moving her hips in circles and pressing into the different sides of his inner walls. And just when he would be getting used to the slow movements, she would pull out and slam back into him with all the power and speed she could muster.

When she felt Mac’s body suddenly tense up under her, she knew immediately that her plan had worked. His tailhole clenched up and his stiff cock began discharging its watery load on the floor underneath. The colt’s orgasming screams were sweet music to Cheerilee’s ears. She reveled in the sound of his total submission, picking up the pace to quicker reach her own release.

It happened to be just a few thrusts away. Before Big Mac’s climax even fully died down she felt the pressure start rising in her balls. They worked hard to pump all of their contents into her shaft, and ultimately – into the femcolt’s welcoming tunnel. A moment later, her cock throbbed, sending the first of many ropes of thick, potent cum inside Mac’s ass. Wave after wave of spunk shot out of her cockslit, forming a distinct bump on his belly.

Cheerilee started pulling out her still throbbing dick, letting her sperm fill the previously obstructed parts of the colt’s violated rectum. She only left her cockhead inside to cork up his entrance and not allow her cum to escape, at least for the moment. Only after her shaft stopped spurting and the ecstasy of release receded from her mind did she pull it out completely, leaving Big Mac’s completely destroyed and cream-filled asshole behind.

The poor colt didn’t even move. He laid there with a cock-drunk expression, still not able to fully process all that had just happened. Cheerilee rolled over to the side, finally removing her heavy weight from his body. Only to immediately cuddle him afterwards, pressing his face in between her tits and murmuring sweetly into his ear.

“I’m so glad to have you home again. You will be mine forever and I will be yours. Isn’t that just the greatest thing in the world?”

Big Mac nodded his head, rubbing himself across her tits with gusto. Cheerilee looked at him with a happy smile, thinking to herself while he whispered his enthusiastic agreement.

“Hmm, you know what, Mac? Let’s film a little video for your ex-wife. Show her just how much more you love my cock than you’ve ever loved her. Wouldn’t that be fun?”

The colt nodded again. Sugar Belle was just a hazy memory in his mind. But Cheerilee… she was his mistress, his Queen, his Goddess even. He would be with her to the end of his days, and isn’t that exactly what he had _always_ wanted?

**Author's Note:**

> A commission for Magic Man.
> 
> You can check out my other profiles at:  
> [FimFiction](https://www.fimfiction.net/user/366787/SpoonfedArt)  
> [SoFurry](https://spoonfed.sofurry.com/)  
> [Hentai-Foundry](http://www.hentai-foundry.com/user/Spoonfed/profile)


End file.
